Professional Policies & Procedures

1.0 BUSINESS ETHICS

1.1 The Agreement

A.  This Rebalance Health Professional Policies & Procedure Guide is incorporated into and made part of the Terms and Conditions of the Advisor Agreement Form. This Professional Policies and Procedure Guide, the Advisor Agreement Form, Rebalance Health Privacy Policy and the Rebalance Health Compensation Plan constitute the entire agreement (“Agreement”) between Rebalance Health (hereafter “Rebalance Health” or “Company”) and the Advisor. The Agreement or any part thereof may be amended by the Company in accordance with the provisions herein

1.2  Adherence to the Agreement and Applicable Laws

A. Rebalance Health Advisors are required to comply with the Agreement (as amended from time to time as provided herein) and all applicable federal, state, and/or local laws, regulations, and ordinances. 

B.  Rebalance Health Advisors must review the information in this Professional Policies and Procedure Guide carefully. Should an Advisor have any questions regarding a policy or rule, the Advisor is encouraged to seek an answer from their or any other upline Advisor. If further clarification is needed the Advisor may contact Rebalance Health client service at cs@rebalancehealth.com.

1.3  Advisor Conduct

A. Advisors agree that they will safeguard and promote the good reputation of Rebalance Health and its products, avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. Advisors agree that they shall exhibit high moral character in their personal and professional conduct and shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision Advisors agree that they shall:

I. Present the Rebalance Health opportunity and product information in an accurate and professional manner;

II. Present the Compensation Plan and Return Policy in a complete and accurate manner;

III. Not make product claims except as permitted at Section 6 below:

IV. Not make false or misleading income claims;

V. Make reasonable effort(s) to support and train other Advisors and Client in their downline;

VI. Not engage in unethical business practices;

VII. Provide positive guidance and training to Advisors and Clients in their downline while exercising caution to avoid interference with other downlines. As such, a Advisor is discouraged from providing cross-line training to a Advisor or Client in a different organization without first obtaining consent of the Advisor’s or Client ’s upline Director;

VIII. Support, protect, and defend the integrity of the Rebalance Health Business Opportunity;

IX. Accurately complete and submit the Advisor Agreement and any requested supporting documentation in a timely manner.

2.0 DEFINITIONS

ADVISOR: An individual or entity who enrolls as a participant in the Rebalance Health opportunity as an independent contractor pursuant to the Agreement. Only Advisors have the authority to sponsor other Advisors and participate in the Rebalance Health Compensation Plan.

AGREEMENT: The contract between Rebalance Health and each Advisor; includes the Advisor Agreement Form, the Rebalance Health Professional Policies and Procedure Guide, Rebalance Health Privacy Policy and the Rebalance Health Compensation Plan, all in their current form and as amended by Rebalance Health as provided herein. These documents are collectively referred to as the “Agreement.”

CANCEL: The termination of an Advisor or Director’s business. Cancellation may be either voluntary or involuntary.

CLIENT: A person who purchases Rebalance Health products and who is not enrolled as an Advisor. Clients are not allowed to sponsor (build a downline) and do not receive commissions.

COMMISSION PLAN: The guidelines and referenced literature for describing how Advisors can generate commissions and bonuses.

DIRECTOR: An Advisor that has been sponsored by another Advisor, has paid the membership fee, passed the Rebalance Health certification process, and has sponsored at least one advisor in their organization.

DISTRIBUTORSHIP: The independent Rebalance Health business that each Advisor operates which permits each Advisor to promote the sale of Rebalance Health products and services to their Clients, build an Organization, and participate in promotions and programs specific to Advisors.

MEMBERSHIP FEE: A fee that Advisor may be required to pay to participate in the Rebalance Health Business Opportunity.

ORGANIZATION: The Client and Advisors enrolled below a Director or Advisor.

OFFICIAL REBALANCE HEALTH MATERIAL: Literature, audio or video in any format, and other printed, digital, or online materials developed, printed, published, and distributed by Rebalance Health.

PRESIDENTS CLUB: An Advisor that has been sponsored by another Advisor, has paid the membership fee, passed the Rebalance Health certification process, and has sponsored at least one advisor in their organization and has $100,000 in annual sales calculated based on a calendar year.

RANK: An Advisor or Director.

REPLICATED WEBSITE: A website provided to Advisors by Rebalance Health for the purpose of sponsoring Client and other Advisors and selling Rebalance Health products and services. 

3.0 ETHICS

3.1 Code of Ethics

A. Rebalance Health expects and requires Advisors to conduct themselves in accordance with the highest standards of ethical behavior and respect to all they work with. Advisors will follow these ethical behaviors whenever representing Rebalance Health and its products. Rebalance Health endorses the following Code of Ethics:

I. An Rebalance Health Advisor must show fairness, tolerance, and be respectful of every person associated with Rebalance Health, regardless of race, gender, social class or religion, thereby fostering a “positive atmosphere” of teamwork, good morale and community spirit.

II. Rebalance Health Advisors shall give support and encouragement to all to provide a meaningful and rewarding experience with Rebalance Health.

III. A Advisor shall strive to resolve business issues, including situations with upline and downline Advisors, by emphasizing tact, sensitivity, good will and taking care not to create additional problems.

IV. Rebalance Health Advisors must do business in an honest, responsible, professional and conduct themselves with integrity.

V. Rebalance Health Advisors shall not make statements that unreasonably offend, mislead or coerce others.

VI. Advisors should not act or behave in any manner that would bring disrespect or embarrassment to Rebalance Health, its corporate officers, employees, themselves, or other Advisors.

VII. Advisors must not cause loss, harm, or embarrassment to their Organization or Rebalance Health. They must act quickly to rectify any issues.

VIII. Be truthful in representing Rebalance Health products and the business opportunity. Do not make disease claims or income or business opportunity claims. Typical income can be found in Rebalance’s Income Disclosure Statement as published from time to time. Advisors will accurately represent the sales compensation plan and be honest in explaining the income. The use of a Advisor’s own income to communicate potential success is not allowed.

IX. Abide by all current forms of the Agreement and future revisions of this and the other Agreement documents.

B. Rebalance Health may take appropriate action against a Advisor if it determines, in its sole discretion, that a Advisor’s conduct is detrimental, disruptive, or injurious to Rebalance Health or to other Advisors.

3.2 Negative Comments/Non-disparagement

A. Negative and disparaging comments about, its products or Compensation Plan, by Advisors made to Rebalance Health, in the Field or at Rebalance Health meetings or events, or disruptive behavior at Rebalance Health meetings or events, serve no purpose other than to dampen the enthusiasm of other Rebalance Health Advisors. Rebalance Health Advisors must not belittle Rebalance Health, other Rebalance Health Advisors, Rebalance Health products or services, the Compensation Plan, or Rebalance Health directors, officers, or employees, product suppliers or agents. Violation of this policy represents a material breach of this Professional Policies and Procedure Guide and may be subject to sanctions as provided herein. Complaints, criticisms, and concerns about Rebalance Health should be directed to the Compliance Department (cs@rebalancehealth.com).

4.0 BECOMING A REBALANCE HEALTH ADVISOR

4.1 Basic Principles

To become a Advisor, an applicant must comply with the following requirements:

I. Be 18 years of age;

II. Reside or have a valid address in the United States or U.S. territory;

III. Have a valid taxpayer identification number (i.e., Social Security Number, Federal Tax ID Number, TIN, etc.);

IV. Submit a properly completed and signed Advisor Agreement to Rebalance Health. (See Advisor Registration for more details. In circumstances that prevent the submission of an electronic agreement, an applicant may submit a paper Advisor Agreement to the Company. Such agreement must be submitted within 14 days of the date of the agreement);

V. Not be an Rebalance Health employee, the spouse of an Rebalance Health employee or related to an employee of Rebalance Health and living in the same household as such Rebalance Health employee unless prior authorization has been granted by Rebalance’s Human Resources and Compliance Departments; and

VI. Pay an Advisor Membership Fee.

4.2 New Advisor Registration

A. A potential Advisor may self-enroll on the Sponsor’s website. Please note that such electronic signature constitutes a legally binding agreement between the Advisor and Rebalance Health.

B. Rebalance Health reserves the right to require signed paperwork for any account, regardless of origin.

C. If requested, the signed Advisor Agreement must be received by Rebalance Health within fourteen (14) days of enrollment.

D. Signed documents, including, but not limited to, Advisor Agreements, are legally binding contracts which must not be altered, tampered with or changed in any manner after they have been signed. False or misleading information, forged signatures or alterations to any document, including business registration forms, made after a document has been signed may lead to sanctions, up to and including involuntary termination of the Advisor’s Distributorship.

E. Rebalance Health reserves the right to approve or decline submitted Application.

F. An incomplete, incorrect, or fraudulent Application will be deemed invalid from its inception.

4.3 Rights Granted

A. Rebalance Health hereby grants to the Advisor a non-exclusive right, subject to the Agreement, to:

I. Promote and sell Rebalance Health products and services;

II. Sponsor new Advisors and Client in the United States and in countries authorized by Rebalance Health as announced from time-to-time in Official Rebalance Health Materials; and

III. Earn commissions and bonuses pursuant to the Rebalance Health Compensation Plan.

4.4 Identification Number

A. Each Advisor is required to provide his or her Social Security Number, Employer Identification Number (EIN), or Federal Tax Identification Number to Rebalance Health on the Advisor Agreement.

B. Rebalance Health reserves the right to withhold commission payments from any Advisor who fails to provide his or her Social Security Number, Employer Identification Number (EIN) or Federal Tax Identification Number or who provides false information. If a Advisor is not a U.S. citizen or other U.S. person (including a resident alien individual), the Advisor must provide Rebalance Health with a properly completed W-8BEN.

C. Upon enrollment, Rebalance Health will provide a Rebalance Health Advisor Identification Number to the Advisor. This number will be used to place orders, structure organizations, and track commissions and bonuses.

4.5 Contract Term and Renewal

A. The term of the Agreement open ended upon payment of the one-time non-refundable Membership Fee

4.6 Business Entities

A. A corporation, partnership, LLC, or trust (collectively referred to as a “Business Entity”) may apply to be an Rebalance Health Advisor.

I. This Advisor business and position will remain temporary until the proper documents are submitted.

II. The Business Entity must submit one of the following documents: Certificate of Incorporation, Articles of Organization, Partnership Agreement or appropriate Trust documents.

III. In addition, the Business Entity Advisor must submit a properly completed Business Application Addendum, which is incorporated into and made a part of the Agreement. Rebalance Health must receive these documents within fourteen (14) days from the date the Advisor Agreement was signed.

IV. If these documents are not timely received, the Agreement may be cancelled at the option of Rebalance Health.

B. The Business Application Addendum must be signed by all of the shareholders, members, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness or other obligation to Rebalance Health.

C. An Rebalance Health Advisor may change their status under the same Sponsor from an individual to a partnership, LLC, corporation, trust or from one type of business entity to another.

4.7 Beneficial Ownership in Rebalance Health Business

A. Except as provided in this section 4.7, a Advisor may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) Rebalance Health business. No individual may have, operate or receive compensation from more than one Rebalance Health businesses. Except as provided below, simultaneous Interests in multiple Distributorships is prohibited.

B. In exceptional circumstances, an individual may be permitted to have an ownership interest in more than one Rebalance Health business at the sole and exclusive discretion of the Company. In the event this is permitted, each of the independent Rebalance Health businesses must be under a separate and unique tax ID number.

C. Individuals of the same family may each enter into or have an interest in their own separate Rebalance Health businesses, only if each subsequent family position is placed Frontline to the first family member enrolled. Spouse accounts are excluded.

D. An individual that is enrolled as a Client may only convert their existing Client account to an Advisor position and shall not be permitted to have both a Client account and an Advisor account.

E. Rebalance Health may take appropriate action against an Advisor if it determines, in its sole discretion, that a Advisor is attempting to manipulate the compensation plan and/ or promotions through multiple or duplicate accounts.

4.8 Independent Contractor Status; Identification for Actions

A. The Advisor is an independent contractor, and not a purchaser of a franchise or business opportunity. Therefore, each Advisor’s success depends on his or her independent efforts.

B. The Agreement between Rebalance Health and its Advisors does not create an employer/ employee relationship, agency, partnership, or joint venture between Rebalance Health and the Advisor.

C. An Advisor shall not be treated as an employee of Rebalance Health for any purposes, including, without limitation, for federal or state tax purposes.

I. All Advisors are responsible for paying local, state, and federal taxes due from all compensation earned as a Advisor of Rebalance Health. Any other compensation received by Advisors from Rebalance Health will be governed by applicable U.S. tax laws (or the tax laws of any other applicable jurisdiction).

II. The Advisor has no express or implied authority to bind Rebalance Health to any obligation or to make any commitments by or on behalf of Rebalance Health.

III. Each Advisor, whether acting as management of a Business Entity or represented as an individual, shall establish his or her own goals, hours, and methods of operation and sale, so long as he or she complies with the Agreement and applicable state and federal laws.

D. The Advisor is fully responsible for all of his or her verbal and written communications made regarding Rebalance Health products, services, and the Compensation Plan that are not expressly contained within Official Rebalance Health Materials. Advisors shall indemnify and hold harmless Rebalance Health, its directors, officers, employees, product suppliers and agents from any and against all liability including judgments, civil penalties, refunds, attorney fees and court costs incurred by Rebalance Health as a result of the Advisor’s unauthorized representations or actions. This Provision shall survive the termination of the Advisor Agreement.

E. It is prohibited for a Advisor to obtain any debt, expense, obligation, or create a checking account on behalf of, for, or in the Rebalance Health name.

F. Advisors are responsible for paying all expenses they incur in the operation of their Rebalance Health business. These expenses include and are not limited to travel, food, lodging, office fees. As independent contractors, Advisors control the manner which they operate their Rebalance Health business, subject to the terms and conditions of this Agreement.

G. Because Advisors are not employees, Advisors understand and affirm that the Company is not responsible for withholding and will not withhold or deduct FICA or taxes of any kind from Advisor’s bonuses and commissions. Advisors are not entitled to workers compensation or unemployment security benefits of any kind from Rebalance Health.

4.9 Actions of Household Members or Affiliated Parties

A. If any member of a Advisor’s immediate household engages in any activity which, if performed by the Advisor, would violate any provision of the Agreement, such activity will be deemed a violation by the Advisor and Rebalance Health may take disciplinary action pursuant to the Agreement against the Advisor.

B. Similarly, if any individual associated in any way with a corporation, partnership, LLC, trust or other entity (collectively “Business Entity”) violates the Agreement, such action(s) will be deemed a violation by the Business Entity, and Rebalance Health may take disciplinary action against the Business Entity.

C. Likewise, if a Advisor enrolls in Rebalance Health as a Business Entity, each Affiliated Party of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement. These Affiliated Parties cannot be co-applicants or beneficiaries of a separate Rebalance Health Distributorship.

4.10 Adherence to Laws and Ordinances

A. An Rebalance Health Advisor shall comply with all federal, state, and local laws and regulations in their conduct of his or her Rebalance Health business.

4.11 Compliance with Applicable Income Tax Laws

A. Rebalance Health will automatically provide a complete IRS Form 1099 NEC (nonemployee compensation) to each US Advisor whose earnings for the year is at least $600 or who has purchased more than $5,000 of Rebalance Health products for resale, or who received trips, prizes or awards valued at $600 or more. If earnings and purchases are less than stated above, IRS forms will be sent only at the request of the Advisor, and a minimum charge of $20 may be assessed by Rebalance Health. Rebalance Health Advisors are responsible for the payment of taxes on these trips, prizes, or awards provided to them by Rebalance Health.

B. A Advisor accepts sole responsibility for and agrees to pay all federal, state, and local taxes on any income generated as an independent Advisor, and further agrees to indemnify Rebalance Health from any failure to pay such tax amounts when due.

C. Advisors are responsible to submit the IRS form W-9 or W-8BEN should a Advisor earn more than $600 in bonuses, commissions, or awards in a calendar year. Rebalance Health reserves the right to withhold commissions if proper documentations is not received.

D. If an Advisor’s business is tax exempt, the Federal Tax Identification number must be provided to Rebalance Health in writing.

E. Rebalance Health encourages all Advisors to consult with a tax advisor for additional information for their business.

F. Advisors acknowledge that Rebalance Health cannot provide any professional tax or accounting advice of any kind.

4.12 Recognition

A. Rebalance Health may recognize Advisors based upon criteria and requirements from time to time. Recognition may occur at selected events, conventions, publications, and magazines.

5.1 ADVISOR RESPONSIBILITIES

5.1 Training and Leadership

A. To be a successful Advisor should perform the following responsibilities:

I. Provide training, guidance, encouragement, and support to the Advisor’s Organization.

II. Maintain contact within the Advisor’s Organization to ensure effective communication. Examples of communication may include, but are not limited to, newsletters, written correspondence, telephone, contact, team calls, voicemail, e-mail, personal meetings, accompaniment of downline Advisors to Rebalance Health meetings, training sessions and any other related functions.

III. Motivate and train new Advisors about Rebalance Health’s products and services, effective sales techniques, the Rebalance Health Compensation Plan and compliance with the Agreement.

IV. Upon request, Advisors should be able to provide documented evidence to Rebalance Health of his or her ongoing fulfillment of the responsibilities of a Sponsor.

B. Education and sales of Rebalance Health products are the required

5.2 Correct Address

A. It is the responsibility of the Advisor to make sure Rebalance Health has the correct shipping address before any orders are shipped.

B. An Advisor will need to allow a reasonable amount of time (not to exceed fourteen (14) days) for processing after the notice of address change has been received by Rebalance Health.

C. An Advisor may be assessed a $20 fee for returned shipments due to an incorrect shipping address.

5.3 Maintain Accurate Information

A. Advisors must notify Rebalance Health of any changes to personal information to ensure the most current information on file.

5.4 Sponsorship

A. The Enroller is the person who introduces an Advisor or Client to Rebalance Health, helps them complete their enrollment, and supports and trains those in their downline.

B. Rebalance Health recognizes the Enroller as the name(s) shown on the electronically signed Advisor Agreement from www.rebalancehealth.com or an Rebalance Health Advisor’s replicated website.

C. An Advisor Agreement that contains notations such as “by phone” or the signatures of other individuals (i.e., Sponsors, Spouses, relatives, or friends) is not valid and will not be accepted by Rebalance Health.

D. All Advisors in good standing have the right to Sponsor and enroll others into Rebalance Health. While engaged in sponsoring activities, it is not uncommon to encounter situations when more than one Advisor will approach the same prospect. It is the accepted courtesy that the new prospect will be sponsored by the first Advisor who presented a comprehensive introduction to Rebalance Health products or business opportunity. Notwithstanding, Rebalance Health recognizes that each new prospect has the right to ultimately choose his or her own Sponsor.

E. An Advisor is entitled to enroll or sponsor other Advisors only in markets and countries authorized by Rebalance Health.

5.5 Cross Sponsoring Prohibition

A. Actual or attempted cross sponsoring is prohibited. “Cross sponsoring” is defined as the enrollment of an individual or Business Entity that already has a current Client or Advisor Agreement on file with Rebalance Health, or who has had such an agreement within the preceding six months, within a different line of sponsorship. If cross sponsoring is verified by Rebalance Health, sanctions up to and including termination of an Advisor’s position may be imposed.

B. This Policy does not prohibit the transfer of an Rebalance Health business in accordance with Rebalance Health Sale or Transfer Policy set forth in these Policies.

5.6 Unethical Sponsoring Prohibition

A. Unethical sponsoring activities include, but are not limited to, enticing, bidding or engaging in unfair, fraudulent, or deceptive acts or practices in seeking to recruit an individual or entity to become a Advisor or trying to acquire a prospect or new Advisor from another Advisor.

B. Allegations of unethical sponsoring must be reported in writing to the Rebalance Health Compliance Department within the first 90 days of enrollment. If the reports are substantiated, Rebalance Health may transfer the Advisor or the Advisor’s downline to another sponsor, Placement or organization without approval from the current upline Sponsor or Placement Advisors. Rebalance Health remains the final authority in such cases.

C. Should Advisors engage in solicitation and/or enticement of members of another direct sales company to sell or distribute Rebalance Health products and services to, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration, or mediation is brought against an Advisor alleging that they engaged in inappropriate recruiting activity of another company’s sales force or Client’s, Rebalance Health will not pay any of Advisor’s defense costs or legal fees, nor will Rebalance Health indemnify the Advisor for any judgment, award, or settlement. Advisor is solely responsible for understanding the policies and procedures of the other direct sales company.

D. The unauthorized use of a Spouse’s or relative’s name, trade names, assumed names, DBA names, corporation, partnership, trust, Federal ID numbers, or fictitious ID numbers to evade or circumvent this or any policy identified in this Agreement is prohibited.

5.7 Non-Solicitation

A. A Rebalance Health Advisor may participate at any time in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities.

B. However, during the Term of this Agreement and for one (1) year thereafter, an Rebalance Health Advisor may not recruit any Rebalance Health Advisor or Client for any other direct sales or network marketing business, unless that Advisor or Client was personally sponsored by such Advisor.

C. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way (either directly or through a third party), another Advisor or Client to enroll or participate in any direct sales or network marketing opportunity or advertises another opportunity on the same webpage, social media account where the Advisor promotes Rebalance Health products or opportunity.

D. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Rebalance Health and its Advisors and would inflict irreparable harm on Rebalance Health. In such event, Rebalance Health may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Advisor or such Advisor’s position including termination, or seek immediate injunctive relief without the necessity of posting a bond.

5.8 Competing Products or Opportunities

A. An Advisor cannot promote other products on the same webpages and advertisements where they sell Rebalance Health Products. Advisors may not sell other multilevel marketing products similar to Rebalance Health products on those same webpages and advertisements.

B. Advisors may not display or bundle Rebalance Health products or services, in sales literature, on a website or in sales meetings, with any other products or services to avoid confusing or misleading a prospective Client or Advisor into believing there is a relationship between the Rebalance Health and non-Rebalance Health products and services.

C. A violation of any of the provisions in this section shall constitute unreasonable and unwarranted contractual interference between Rebalance Health and its Advisors and would inflict irreparable harm on Rebalance Health. In such event, Rebalance Health may, at its sole discretion, impose any sanction it deems necessary and appropriate against such Advisor or such Advisor’s position including termination, or seek immediate injunctive relief without the necessity of posting a bond.

5.9 Injunctive Relief Available to the Company

A. Advisors stipulate and agree that violations of Sections 5.5 (Cross Sponsoring Prohibition), 5.6 (Unethical Sponsoring Prohibition), 5.7 (Non-Solicitation), or 5.8 (Competing Products and Opportunities), constitute an unreasonable and unwarranted interference with the contractual relationship between Rebalance Health and its Advisors.

B. Advisors therefore agree that any violation of Sections 5.5 – 5.8 will cause immediate and irreparable harm to Rebalance Health, that the harm to Rebalance Health exceeds any benefit that the Advisors may derive, and that Rebalance Health shall be entitled, in addition to any other available remedies, to immediate, temporary, preliminary and permanent injunctive relief without bond, and that such injunctive relief may go beyond the posttermination period for a maximum period of one (1) year from the last violation date of the provision. The provisions of this section shall survive the termination of the Agreement. Nothing listed within this document dismisses the other possible rights and remedies that Rebalance Health may pursue in relation to protecting its Confidential Information or other Agreement provisions against violations.

6.0 PRODUCT CLAIMS

6.1 Product Claim Guidelines

A. Advisors must not make claims, including but not limited to testimonials, about Rebalance Health’s products that are not consistent with the claims contained in Official Rebalance Health Materials or posted on Rebalance Health’s official website. Under no circumstances shall any Advisor state or imply that any Rebalance Health product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

B. When discussing the benefits of Rebalance Health products, an Advisor should refer to the FDA statement on Rebalance Health product labels: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.”

C. An Advisor shall not make any medical claims for any products, prescribe any Rebalance Health product for treatment of any ailment, as this would imply the products are drugs rather than nutritional supplements. Curative or Drug Claims shall not be made when describing Rebalance Health products. These products should never be compared to drug products utilized to treat specific diseases or conditions.

D. No Advisor should state or imply that any product is FDA approved. Individual nutritional products do not require or necessitate specific FDA approval.

E. When a Advisor is promoting Rebalance Health products or services, they must disclose the fact that the Advisor is an Rebalance Health Advisor who receives Bonuses and commissions from Rebalance Health.

7.0 ORDERING

7.1 General Order Policies

A. Advisors may resell Rebalance Health products.

B. An Advisor shall not use another Advisor’s or Client ’s credit card or debit checking account to enroll in Rebalance Health or purchase products or services without the account holder’s written permission. Such documentation must be kept by the Advisor indefinitely in case Rebalance Health needs to reference this.

C. Advisors shall not use their own credit cards to purchase products for another Client or Advisor through an Account other than the Advisor’s own account. In rare occasions which it is necessary to do so, Client or Advisor, Rebalance Health must receive written permission from the Client or Advisor for whom the product order is being placed. Rebalance Health may cancel any sale that does not have written permission causing forfeiture of commissions resulting from the sale, and other disciplinary action.

D. Regarding an order with an invalid or incorrect payment, Rebalance Health will attempt to contact the Advisor by phone, mail or e-mail in order to obtain another form of payment. If these attempts are unsuccessful after ten (10) business days, the order will be canceled.

E. No single purchase order can be greater than $1,500.00. Orders greater than $1,500.00 are subject to Rebalance Health’s review and may be cancelled.

F. Prices are subject to change without notice.

7.2 Bonus Buying Prohibition

A. “Bonus Buying” is strictly and absolutely prohibited. Bonus Buying includes:

I. The enrollment of individuals or entities without the knowledge of and/or execution of an Agreement by such individuals or Business Entities;

II. The fraudulent enrollment of an individual or entity as a nAdvisor or Client;

III. The enrollment or attempted enrollment of non-existent individuals or Business Entities as Advisors or Client (“phantoms”);

IV. Purchasing Rebalance Health products or services on behalf of another Advisor or Client, or under another Advisor’s or Client ’s ID number, to qualify for commissions or bonuses;

V. Purchasing excessive amounts of products or services that cannot reasonably be used or resold in a month; and/or

VI. Any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user Client’s.

B. Rebalance Health reserves the right to recover Bonuses and/or Commissions paid on sales/purchases made in violation of this rule.

7.3 Insufficient Funds

A. If a credit card order or automatic debit is declined the first time, the Client or Advisor will be contacted for an alternate form of payment. If payment is declined a second time, the Client or Advisor may be deemed ineligible to purchase Rebalance Health products or services or participate in the monthly Subscribe & Save.

7.4 Sales Tax Obligation

A. The Advisor shall comply with all state and local taxes and regulations governing the sale of Rebalance Health products and services.

B. Rebalance Health will collect and remit sales tax on Advisor and Client’s orders. When orders are placed with Rebalance Health, sales tax is prepaid based upon the suggested retail price. Rebalance Health will remit the sales tax to the appropriate state, Provincial and local jurisdictions.

8.0 RETURN POLICIES

8.1 Rebalance Health Satisfaction Guarantee

A. Except as provided below regarding product packs, Rebalance Health offers a 100% 30-day money-back satisfaction guarantee (less shipping charges) upon return of the product or product containers with at least 25% of the product remaining. If, for any reason, an Client or Advisor is dissatisfied with any Rebalance Health product, the purchaser may return the unused portion of the product (>25%) in its original container and packaging to Rebalance Health within 30 days of purchase for a full refund of the purchase price (less shipping costs).

B. This satisfaction guarantee does not apply to products damaged by abuse or misuse and shipping costs are not refundable.

C. See Return Process (section 8.2) below for return instructions and procedures.

8.2 Return Process

A. All returns, whether by a Client, or Advisor, must be made as follows:

I. Obtain Return Merchandise Authorization (“RMA”) from Rebalance Health by contacting Client Service;

II. Provide a copy of the invoice with the returned products or service. Such invoice must reference your Rebalance Health Partner Number, the Order number, the RMA, and include the reason for the return;

III. Ship items to the address provided by Rebalance Health Client service when you are given your RMA;

IV. Return orders must be received within 14 business days of the date the RMA was issued;

V. Returns may take up to 14 business days to process.

B. All returns must be shipped to Rebalance Health pre-paid by the Client of Advisor, as Rebalance Health does not accept shipping collect packages. Rebalance Health recommends shipping returned product by UPS or FedEx with tracking and insurance as risk of loss or damage in shipping of the returned product shall be borne solely by the Client, or Advisor. If returned product is not received at Rebalance Health Distribution Center, it is the responsibility of the Client, or Advisor to trace the shipment and no credit will be applied.

C. Returns without prior authorization may be rejected and not be eligible for reimbursement. In addition, the order may not be sent back to the Client or Advisor.

D. Due to variations in the return, exchange, replacement and refund requirements in different jurisdictions, the return, refund, replacement, and refund process may vary from the above where required by applicable law. Refund policy terms may be determined by applicable laws.

E. A $10 fee may be charged by Rebalance Health due to shipments being refused upon delivery, requiring the shipment be returned to Rebalance Health.

8.3 Advisor Returns Upon Cancellation of the Agreement

A. Except as may be required by applicable law or as provided herein, the membership fees is not refundable upon the cancellation of the Agreement.

B. A Montana resident who cancels his or her Advisor Agreement within 15 days from the date of enrollment is entitled to a full refund Membership fee and for any other consideration he/she paid within such time period to participate in the program.

C. If a resident of Louisiana, Massachusetts, or Wyoming cancels the Advisor Agreement, upon receipt of a written request from such canceling Advisor, Rebalance Health will refund 90% of the most recent Membership fee paid during the one-year period immediately preceding the date of the cancellation.

D. An Advisor who resides in Maryland may cancel the Agreement for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall refund the Membership fee.

E. Rebalance Health may partner with 3rd party vendors that create Sales Aids for Advisors on behalf of Rebalance Health. Returns for Sales Aids purchased from these 3rd party vendors will be subject to the terms and conditions of that vendor.

F. Any custom orders of printed sales aids (i.e., business cards, brochures, etc.) whereon the Advisor’s contact information is imbedded or hard printed, or has been added by the Advisor, are not able to be returned in Currently Marketable condition and thus are nonrefundable.

8.4 Return of Damaged or Incorrectly Sent Products

A. If a Client or Advisor receives damaged or incorrect products, Rebalance Health will exchange the returned products within fifteen (15) days of receipt.

B. Returned products will be replaced with undamaged products whenever possible. If an exchange is not possible, Rebalance Health retains the right to issue the Client or Advisor a credit for the exchanged product(s) total amount.

8.5 Refund Alternatives

A. Rebalance Health in its discretion may determine alternative methods of refund for product returns such as:

I. Product Credit

II. Credit card refund

B. Payment procedures in the Local Market and the original payment form will determine the actual form of refund utilized. The original payor will be the only recipient of all refunds.

9.0 REBALANCE HEALTH OPPORTUNITY

9.1 Presentation of the Rebalance Health Opportunity — Income Claims

A. In presenting the Rebalance Health Compensation Plan or opportunity to potential Client and Advisors, a Advisor is required to comply with the following provisions:

I. A Advisor shall not misquote or omit any significant material fact about the Compensation Plan.

II. A Advisor shall make it clear that the Compensation Plan is based upon sales of Rebalance Health products and services and upon the sponsoring of other Advisors.

III. A Advisor shall make it clear that success can be achieved only through substantial independent efforts.

IV. Advisors may not make income projections, hypothetical income projections, income claims, earnings representations, income testimonials, or disclose their Rebalance Health income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Rebalance Health Advisor. Nor may Advisors make lifestyle income claims. A lifestyle income claim is a statement or depiction that infers or states that the Advisor is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Rebalance Health business. Examples of prohibited lifestyle claims include, but are not limited to, the following types of representations:

a. That a Advisor (or his/her spouse) was able to quit his/her job.

b. That a Advisor was able to replace his/her income from a job.

c. That a Advisor was able to pay for a child’s private school or college education due to his/her Rebalance Health earnings.

d. That an Advisor was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewelry, boats, recreational vehicles, etc.).

e. That because of his/her Rebalance Health earnings a Advisor was able to travel to exotic or expensive destinations.

The foregoing income claims restrictions apply to in-person presentations as well as promotional materials distributed by an Advisor including social media postings.

V. Advisors must make it clear to prospects that financial success in Rebalance Health requires commitment, effort, and sales skill. Conversely, Advisors must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

a. It’s a turnkey system.

b. The system will do the work for you.

c. Just get in and your downline will build through spillover.

d. Just join and I’ll build your downline for you.

e. The Company does all the work for you.

f. You don’t have to sell anything.

VI. A Advisor may not make any claims regarding products or services of any products offered by Rebalance Health, except those contained in Official Rebalance Health Materials.

VII. A Advisor may not use Official Rebalance Health Materials to promote the Rebalance Health business opportunity in any country where Rebalance Health has not established a presence.

9.2 Adherence to the Rebalance Health Compensation Plan

A. A Advisor must adhere to the terms of the Rebalance Health Compensation Plan. Deviation from the Compensation Plan is prohibited.

B. A Advisor shall not offer the Rebalance Health opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in Official Rebalance Health Materials.

C. A Advisor shall not require or encourage a current or prospective Client or Advisor to participate in Rebalance Health in any manner that varies from the Compensation Plan as set forth in Official Rebalance Health Materials.

D. A Advisor shall not require or encourage a current or prospective Client or Advisor to make a purchase from or payment to any individual or other entity as a condition to participating in the Rebalance Health Compensation Plan, other than such purchases or payments required to naturally build their business.

9.3 No Compensation Solely for Enrolling

A. The Rebalance Health Compensation Plan is designed to reward product sales only. Advisors receive no compensation for enrolling or sponsoring other Advisors.

9.4 No Guaranteed Compensation

A. The compensation that is earned by Advisors will vary significantly from Advisor to Advisor. Many factors will determine an Advisor’s success that may not be consistent or duplicatable. Success will consistently be based on the effort of each Advisor. Generating considerable compensation requires time, effort, and commitment. There are no guarantees to financial success or assurance of any level of profit. Many Advisors may never qualify to receive bonuses.

10.0 SPECIAL PROGRAMS

10.1 Special Bonuses and Promotions

A. Rebalance Health will advertise or provide special bonuses and/or promotions to Client and Advisors. These promotions will vary, and details will be made available with every promotion. Client and Advisors are automatically opted into every promotion and agree to the terms and conditions of each promotion

10.2 Manipulation of Special Programs

A. If Advisor engages in any activity which manipulates any Special Program to the unfair advantage of the Advisor, or causes material harm or damage to Rebalance Health, such activity will be deemed a violation by the Advisor and Rebalance Health may take disciplinary action pursuant to this Professional Policies & Procedure Guide against them.

11.0 PAYMENT OF COMMISSIONS & BONUSES

11.1 Bonus and Commission Qualifications

A. An Advisor must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an Advisor complies with the terms of the Agreement, Rebalance Health shall pay commissions to such Advisor in accordance with the Rebalance Health Compensation Plan.

B. Rebalance Health will not issue a payment to an Advisor without the receipt of a completed and signed Rebalance Health Advisor Agreement. All bonuses will be paid to the primary applicant on the Advisor Agreement.

11.2 Computation of Commissions and Discrepancies

A. An Rebalance Health Advisor must review his or her monthly statement and bonus/commission reports promptly and report any discrepancies within thirty (30) days of receipt. After the 30-day “grace period” no additional requests will be considered for commission recalculations.

11.3 Adjustments to Bonuses, Commissions, and Volume for Returned Products

A. An Advisor receives bonuses, commissions, and volume based on the actual sales of products and services to end consumers and to Advisors through product and service purchases. When a product or service is returned to Rebalance Health for a refund by a Client or Advisor, the bonuses, commissions, and volume attributable to the returned product or service will be deducted from the Advisors who received bonuses, commissions, or volume on such sales. Deductions will occur in the month in which the refund is given and continue every pay period thereafter until the bonus, commissions or volume is recovered. Rebalance Health may recoup these Bonuses by requiring a Advisor to pay the Rebalance Health directly.

B. When a product or service transaction receives a chargeback from Rebalance Health’s Merchant Payment Processor, the bonuses and commissions attributable to the product or service will be deducted from the Advisors who received bonuses or commissions on such sales. Deductions will occur in the month in which the chargeback is received and continue every pay period thereafter until the bonus/and or commission is recovered. In addition, if a Advisor initiates a chargeback transaction on an order that originated from the Advisor, Rebalance Health may recoup any fees associated to the chargeback and suspend the Advisor’s account.

C. In the event that a Advisor’s Agreement is terminated for any reason, and the amounts of the bonuses or commissions attributable to the returned products or services have not yet been fully recovered by Rebalance Health, the remainder of the outstanding balance may be offset against any other amounts that may be owed by Rebalance Health to the terminated Advisor. Additionally, Rebalance Health, in their sole discretion, may pursue additional options to recoup any outstanding bonuses or commission balances not fully recovered.

11.4 Duty to Retain Documents

A. Advisors are required to retain sales documentation related to bonuses and commissions for a period of at least six years. The documentation will contain records of the sale of products and services which generated the bonus and commissions.

B. Advisors agree to make all such documentation available to Rebalance Health upon request. Failure to do so will constitute a breach of the Agreement and Rebalance Health may choose to recover any bonuses and commissions paid for orders which sales documentation is not maintained.

11.5 Errors or Questions

A. If a Advisor has questions about, or believes any errors have been made regarding commissions, bonuses, business reports, orders, or charges, the Advisor must notify Rebalance Health in writing within thirty (30) days of the date of the error or incident in question. Any such errors, omissions or problems not reported within thirty days shall be deemed waived by the Advisor.

12.0 ADVERTISING, PROMOTIONAL MATERIAL, USE OF COMPANY NAMES AND TRADEMARKS

12.1 Rebalance Health Intellectual Property

A. Rebalance Health intellectual property includes its trademarks, service marks, trade names, copyrights, patents, formulations and content licensed to or owned by Rebalance Health. Advisors acknowledge that these are valuable assets of Rebalance Health. By using Rebalance Health intellectual property as permitted hereunder, Advisors acknowledge that they have no ownership rights to the intellectual property and that Rebalance Health exclusively retains all rights to its intellectual property and any goodwill pertaining thereto.

12.2 Use of Company Names, Trademarks, and Copyrights Materials

A. An Rebalance Health Advisor must safeguard and promote the good reputation of Rebalance Health and its products and services. The marketing and promotion of Rebalance Health, the Rebalance Health opportunity, the Compensation Plan, and Rebalance Health products and services will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.

B. All promotional materials supplied or created by Rebalance Health must be used in their original form and cannot be changed, amended or altered except with prior written approval from the Rebalance Health Marketing Department.

C. The name of Rebalance Health, each of its product and service names and other names that have been adopted by Rebalance Health in connection with its business are proprietary trade names, trademarks and service marks of Rebalance Health. As such, these marks are of great value to Rebalance Health and are supplied to Advisors for their use only in an expressly authorized manner.

D. A Rebalance Health Advisor’s use of the name “Rebalance Health” is restricted to protect Rebalance Health's proprietary rights, ensuring that the intellectual property rights in the Rebalance Health name will not be lost or compromised by unauthorized use. Use of the Rebalance Health name on any item not produced or authorized by Rebalance Health is prohibited except as follows:

I. [Advisor’s name] Independent Rebalance Health Advisor

II. [Advisor’s name] Independent Advisor of Rebalance Health products and services.

III. Websites may contain the following in the URL: www.rebalancehkn.comName or iterations thereof;

E. Further procedures relating to the use of the Rebalance Health name are as follows:

I. Advisors may produce their own stationery (i.e., letterhead, envelopes, and business cards) bearing the Rebalance Health name or logo without written approval by the Company if the stationery clearly discloses that the Advisor is an independent contractor, and it contains the Advisor’s Rebalance Health account number. Such disclosure must include the wording “[Advisor’s name] Independent Rebalance Health Advisor, Advisor ID No. [xxxx]” or “[Advisor’s name] Independent Advisor of Rebalance Health products and services, Advisor ID No. [xxxx].”

II. Advisors may list themselves as “Independent Rebalance Health Advisor” or “Advisor” in the white pages of the telephone directory or online business directories under their own names.

III. Rebalance Health Advisors may not use the name Rebalance Health when answering his or her telephone, creating a voice message or using an answering service, such as to give the impression to the caller that they have reached the corporate office. They may state, “Independent Rebalance Health Advisor.”

F. Certain photos and graphic images used by Rebalance Health in its advertising, packaging, and websites are the result of paid contracts with outside vendors. Advisors are not permitted to use such photos or images absent approval of the vendor. If a Advisor wants to use these photos or graphic images, they must negotiate individual contracts with the vendors for a fee.

G. Rebalance Health regularly produces live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Advisors, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by Rebalance Health. Advisors may not record such events or company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

H. Company produced sales and promotional aids and materials, videos, audios, podcasts, and printed material are also copyrighted. Advisors shall not copy or make derivatives of any such materials for their personal or business use without the Company’s prior written approval.

I. Rebalance Health reserves the right to rescind its prior approval of any sales aid or promotional material to comply with changing laws and regulations and may request the removal from the marketplace of such materials without financial obligation to the affected Advisor.

J. Advisors may not imply that Rebalance Health has any endorsement, sponsorship, support from a third-party entity, or other related affiliation through content created or actions by the Advisor.

12.3 Re-Labeling and Re-Packaging Products Prohibited

An Rebalance Health Advisor may not re-label, re-package, refill, or alter labels of any Rebalance Health product, or service, information, materials or program(s) in any way. Rebalance Health products and services must only be sold in their original containers from Rebalance Health. Such re-labeling or re-packaging may violate federal and state laws, which may result in criminal or civil penalties or liability

12.4 Sales Outlets, Service-Related Establishments, and Commercial Sales

A. To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, except as provided below, Advisors agree that they will not sell Rebalance Health products in any retail, wholesale, warehouse, or discount establishment, or any online retail, auction, or buy-sell site (including but not limited to Amazon and eBay).

B. A Advisor who is the owner or manager of a retail establishment may request an exemption to the above policy if the retail establishment does not exceed $1 million in annual gross revenue and there are 5 or fewer stores under common ownership of management.

C. With prior written approval from Rebalance Health, an Advisor may promote and sell Rebalance Health products and services in service-related establishments. A service-related establishment is a business establishment whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, and other health professionals; health clubs or fitness centers; beauty salons; and any other business where Client use of the establishment is controlled by membership or appointment. Rebalance Health reserves the right to make the final determination as to whether an establishment is servicerelated or is a proper place for the sale of its products.

D. No service outlet, service-related establishment or commercial sales facility is authorized to carry inventory due to quality control and assurance. They may however sell via a QR code sharing their organizational replicated site information. All products must be shipped from Rebalance Health.

12.5 Advertising and Promotional Materials

A. Advisors may not advertise any Rebalance Health products or services at a price LESS than the lowest company published, established wholesale price. No special enticement advertising is allowed. This includes, but is not limited to, offers of free membership, free shipping, or other such offers that grant advantages beyond those available through Rebalance Health.

B. All Advisors shall safeguard and promote the good reputation of Rebalance Health and its products. The advertising, marketing and promotion of Rebalance Health, the Rebalance Health opportunity, the Compensation Plan, and Rebalance Health products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. Therefore, advertising and all forms of promotion and communications must adhere to principles of honesty and propriety. All advertisement or communication shall clearly indicate that it is not authored by Rebalance Health, or any of its affiliated companies, and that the owner of the site bears all responsibility for the content.

C. The use of Rebalance Health Intellectual Property in paid digital and web sites is PROHIBITED. Advisors may not use any form of Rebalance Health’s intellectual property to bid for paid advertising, including typo squatting or key words for individual products, etc. without specific written permission by Rebalance Health Compliance.

D. Advisors are strongly encouraged to only use the sales aids and support materials produced by Rebalance Health. However, if Advisors wish to, they may develop and produce their own sales aids and promotional materials PROVIDED that all such sales aids and promotional materials have been approved by Rebalance Health’s Marketing department.

E. Rebalance Health reserves the right to require that a Advisor immediately cease using or displaying Advisor designed, developed or produced sales aids and promotional materials at its discretion. Advisors waive all claims against Rebalance Health, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.

12.6 Waiver of Right of Publicity

A. Advisors grant Rebalance Health an irrevocable license to reproduce, distribute, and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Advisors waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material. If an Advisor does not wish to participate in Rebalance Health sales and marketing materials, he or she should provide a written notice to the Rebalance Health Compliance Department to ensure that his or her testimonial or image and likeness will not be used in any corporate materials, corporate recognition pieces, advertising or recordings of annual events.

12.7 Media and Media Inquiries

A. All media inquiries must be immediately referred to Rebalance Health. Advisors must not attempt to respond to media inquiries regarding Rebalance Health, its products or services, or their independent Rebalance Health business without Compliance approval. All inquiries by any type of media must be immediately referred to the Company. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image.

12.8 Telemarketing - Limitations

A. An Rebalance Health Advisor must not engage in telemarketing in relation to the operation of the Advisor’s Rebalance Health business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of Rebalance Health products or services, or to recruit them for the Rebalance Health opportunity.

B. The Federal Trade Commission (“FTC”) and the Federal Communications Commission (“FCC”) each have laws that restrict telemarketing practices. Both Federal agencies, as well as a number of states have “do not call” regulations as part of their telemarketing laws.

C. While an Advisor may not consider himself or herself a “telemarketer” in the traditional sense, these regulations broadly define the term “telemarketer” and “telemarketing” so that the unintentional action of calling someone whose telephone number is listed on the Federal “Do Not Call” registry could cause the Advisor to violate the law. These regulations must not be taken lightly, as they carry significant penalties (up to $11,000 per violation).

D. “Cold calls” or “state-to-state calls” made to prospective Client’s, or Advisors that promote either Rebalance Health products, services or the Rebalance Health opportunity is considered telemarketing and is prohibited.

E. Exceptions to Telemarketing Regulations. An Rebalance Health Advisor may place telephone calls to prospective Client’s, or Advisors under the following limited situations:

I. If the Advisor has an established business relationship with the prospect;

II. In response to the prospect’s personal inquiry or application regarding a product or service offered by the Rebalance Health Advisor, within three (3) months immediately before the date of such a call;

III. If the Advisor receives written and signed permission from the prospect authorizing the Advisor to call;

IV. If the call is to family members, personal friends, and acquaintances. However, if a Advisor makes a habit of collecting business cards from everyone he/she meets and subsequently calls them, the FTC may consider this a form of telemarketing that is not subject to this exemption;

V. Rebalance Health Advisors engaged in calling “acquaintances,” must make such calls on an occasional basis only and not as a routine practice.

F. An Advisor shall not use automatic telephone dialing systems in the operation of his or her Rebalance Health businesses.

G. Failure to abide by Rebalance Health policies or regulations as set forth by the FTC and FCC regarding telemarketing may lead to sanctions against the Advisor’s Distributorship, up to and including termination of the Distributorship.

H. By signing the Advisor Agreement, or by accepting commission checks, other payments or awards from Rebalance Health, a Advisor gives permission to Rebalance Health and other Advisors to contact them as permitted under the Federal Do Not Call regulations.

12.9 Faxes and E-mail - Limitations

A. Except as provided in this section, a Advisor may not use or transmit unsolicited faxes, email, mass email distribution, or “spamming” that advertises or promotes the operation of his or her Rebalance Health business. The exceptions are:

I. Faxes or e-mailing any person who has given prior permission or invitation.

II. Faxing or e-mailing any person with whom the Advisor has established a prior business or personal relationship.

B. In all states where prohibited by law, a Advisor may not transmit, or cause to be transmitted through a third party, (by telephone, facsimile, computer or other device), an unsolicited advertisement to any equipment, which has the capacity to transcribe text or images from an electronic signal received over a regular telephone line, cable line, ISDN, T1 or any other signal carrying device, except as set forth in this section.

C. All faxes, e-mail or computer broadcasted documents subject to this provision shall include each of the following:

I. A clear and obvious identification that the fax or e-mail message is an advertisement or solicitation. The words “advertisement” or “solicitation” should appear in the subject line of the message;

II. A clear return path or routing information;

III. The use of legal and proper domain name;

IV. A clear and obvious notice of the opportunity to decline to receive further commercial facsimile or e-mail messages from the sender;

V. Unsubscribe or opt-out instructions should be the very first text in the body of the message box in the same size text as the majority of the message;

VI. The true and correct name of the sender, valid sender’s fax or e-mail address, and a valid sender physical address;

VII. The date and time of the transmission;

VIII. Upon notification by recipient of his or her request not to receive further faxed or e-mailed documents, an Rebalance Health Advisor shall not transmit any further documents to that recipient.

D. All e-mail or computer broadcasted documents subject to this provision shall not include any of the following;

I. Use of any third-party domain name without permission;

II. Sexually explicit materials.

12.10 Expositions and Other Sales Forums

A. Advisors may display and sell Rebalance Health products at trade shows, professional expositions, county and state fairs, business, job opportunity fairs, and the like so long as the following requirements are adhered to:

I. Only Rebalance Health products and services may be offered at the event. No other products or services may be offered or promoted by the Advisor at the event.

II. If marketing or promotional materials or signs or banners are used at the event booth, such materials may only promote Rebalance Health products or services and must uphold Rebalance Health’s quality image.

III. The Advisor or Advisors that are working at the event must clearly disclose that they are Independent Rebalance Health Advisors and not employees of Rebalance Health.

IV. Advisors and every person who works in the booth at the event shall comply with all applicable provisions of this Agreement. Advisors and any other persons who work an event booth shall not make false or misleading income claims. Product claims must be in compliance with section 6.0 above.

V. No product is to be held in inventory, all orders must be sent to the Client or Advisor directly from Rebalance Health.

12.11 Internet and Third-Party Website Restrictions

A. A Advisor may not use or attempt to register any of Rebalance Health's trade names, trademarks, service names, service marks, product names, advertising phrases, the Rebalance Health name or any derivative thereof that would infringe on Rebalance Health’s intellectual property for any Internet domain name (URL), email address, or social media account. Examples of use that are not acceptable are:

I. www.rebalance-health.com, www.rebalanceh.com, www.rebalancehealth.com, etc.

II. rebalanacedina@gmail.com, reblalanacehealthdina@gmail.com, etc.

III. @rebalancedina, @rebalancehealth, etc.

B. Rebalance Health branded social Media marketing pages such as, and not limited to, Facebook, Instagram, Pinterest, blogs, YouTube channels are not permitted.

C. An Rebalance Health Advisor may not sell Rebalance Health products, services or offer the Business Opportunity using “online auctions,” or mall sites such as Amazon.com, Ebay.com, Alibaba.com, and others of similar nature.

D. Rebalance Health products may only be sold through Rebalance Health Replicated Websites and official Rebalance Health Websites.

E. All Advisors may have one (1) approved replicated website.

F. No Advisor is authorized to develop their own third-party website.

G. No product sales, no product orders, and no Client or Advisor enrollments may occur through a third-party website.

12.12 Social Media Restrictions

A. In addition to meeting all other requirements specified in the Agreement, should a Advisor utilize any form of Social Media in connection with his or her Rebalance Health business, including but not limited to blogs, Facebook, Twitter, Instagram, LinkedIn, YouTube, or Pinterest, the Advisor agrees to adhere to the requirements set forth in this section 12.11.

B. Social Media sites may be used to sell or offer to sell Rebalance Health products or services, however, Rebalance Health products and services may only be sold through Advisor replicated websites and official Rebalance Health websites.

C. PROFILES AN ADVISOR GENERATES IN ANY SOCIAL COMMUNITY WHERE Rebalance Health IS DISCUSSED OR MENTIONED MUST CLEARLY IDENTIFY THE ADVISOR AS AN REBALANCE HEALTH ADVISOR, and when an Advisor participates in those communities, Advisors must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at Rebalance Health’s sole discretion, and offending Advisors will be subject to disciplinary action.

D. Banner ads and images used on these sites must be current and must come from the Rebalance Health approved library. If a link is provided, it must link to the posting Advisor’s Replicated website or an approved third-party website.

E. Anonymous postings or use of an alias on any Social Media site is prohibited, and offending Advisors will be subject to disciplinary action.

F. Advisors may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Advisors create or leave must be useful, unique, relevant and specific to the blog’s article. Spamming includes, but is not necessarily limited to:

I. Sending unsolicited email messages to online users containing the Advisor’s information (Advisors may only send email in compliance with section 12.8 above and the anti-spam law);

II. Sending unsolicited emails or faxes to lists of people not from the Advisor’s Organization or with whom the Advisor has not had previous business or personal interactions, in accordance with section 12.8. All Rebalance Health related email broadcasts must only be sent to Advisors in the Organization of the Advisor and must concern only Rebalance Health business.

G. Advisors must disclose their full name on all Social Media postings, and conspicuously identify themselves as an independent Advisor for Rebalance Health. Anonymous postings or use of an alias is prohibited.

H. Postings that are false, misleading, or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the Rebalance Health income opportunity, Rebalance Health’s products and services, and/or your biographical information and credentials.

I. Advisors are personally responsible for their postings and all other online activity that relates to Rebalance Health. Therefore, even if a Advisor does not own or operate a blog or Social Media site or account, if a Advisor posts to any such site that relates to Rebalance Health or which can be traced to Rebalance Health, the Advisor is responsible for the posting. Advisors are also responsible for postings which occur on any blog or Social Media site or account that the Advisor owns, operates, or controls. Any claims made on the Advisor’s sites or Social Media account that are not legal or in compliance with applicable provisions of the Agreement must be deleted or removed. Advisors are required to review this content regularly.

J. As an Rebalance Health Advisor, it is important to not converse with any person who places a negative post against you, other Advisors, or Rebalance Health. Report negative posts to Rebalance Health at cs@rebalancehealth.com responding to such negative posts often simply fuels a discussion with someone carrying a grudge that does not hold themselves to the same high standards as Rebalance Health, and therefore damages the reputation and goodwill of Rebalance Health.

K. The distinction between a Social Media site and a website may not be clear-cut, because some Social Media sites are particularly robust, Rebalance Health therefore reserves the sole and exclusive right to classify certain Social Media sites as third-party websites and require that Advisors using, or who wish to use, such sites adhere to the Rebalance Health’s policies relating to third-party websites.

L. If your Rebalance Health business is cancelled for any reason, you must discontinue using the Rebalance Health name, and all of Rebalance Health’s trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as an independent Rebalance Health Advisor, you must conspicuously disclose that you are no longer an independent Rebalance Health Advisor.

12.13 Other Advertising Provisions

A. Advisors may not represent or imply that they represent Rebalance Health as more than an independent Advisor. This includes all forms of communication from verbal, written, electronic, email, chat, or any form of communication.

B. Advisors may not advertise, offer, or imply that any job or position is available at Rebalance Health. The use of job listings or posting as a means of advertising is prohibited.

C. No false or misleading income or earnings claims may be made.

D. Upon request, any Sales Aid or other medium which the Advisor created which contains any Rebalance Health Intellectual Property or Content, must be immediately provided to Rebalance Health. Advisors must retain a copy of all Sales Aids, or other advertising material which they distributed, for seven years from the last date of distribution.

E. Advisors agree to release and discharge Rebalance Health from any claims and/or demands arising due to or in connection with the creation of Intellectual Property of another person, business, or entity.

F. Upon the termination of the Agreement for any reason, Advisors will immediately cease all usage of Rebalance Health marketing material, content, trademarks, property, or any material similar thereto.

13.0 International Marketing

13.1 International Marketing Policy

A. Advisors may not sell or promote the sale of Rebalance Health products or services, or conduct business activities of any nature, including sponsoring other Advisors, in any foreign country that Rebalance Health has not approved.

B. Advisors who reside in international markets may purchase Rebalance Health products for personal consumption where it is permitted by the Company, however, they may not sell or promote the sale of Rebalance Health products or services, or conduct business activities of any nature, including sponsoring other Advisors, in any foreign country that Rebalance Health has not approved.

C. It is prohibited for Advisors to import or aid in the importation of sale, gift, or distribution of Company products, services, or product samples in unapproved countries.

D. Advisors must comply with local personal use and free trade regulations.

E. It is prohibited for Advisors to do business with Specially Designated Nationals and Blocked Persons according to OFAC (Office of Foreign Asset Control) or with individuals located in sanctioned countries.

F. In addition to other remedies set forth in the Agreement, a Advisor who violates this International Marketing Policy, may forfeit participation in the affected international market for a period determined by Rebalance Health. Prohibitions stemming from such a violation include, but are not limited to, the following:

I. The Advisor may have no right to international distribution/sponsorship rights in the affected international market;

II. The Advisor and/or their upline may not be entitled to Bonuses generated by the Advisor’s Organization in the affected international market;

III. The Advisor may not receive recognition at corporate events or in corporate literature, related to the official opening of any new market as deem appropriate by Rebalance Health.

14.0 CHANGES TO A ADVISOR BUSINESS

14.1 Change of Advisor Agreement Information

A. An Rebalance Health Advisor may modify his or her existing Advisor Agreement (i.e., change a social security number to a Federal ID number, add a Spouse or partner to the account, or change the form of ownership from an individual to a Business Entity owned by the Advisor) by submitting a written request, accompanied by the appropriate forms and agreements, if applicable, completed with fresh signatures (not a “crossed out” or “whiteout” version of the first Agreement), and any appropriate supporting documentation.

14.2 Placement

A. The Advisor who enrolls a new Advisor is the “Enroller” of the new Advisor. The Advisor, who is directly above a new Advisor, is the upline is the “Sponsor” of the new Advisor. In most cases, the Enroller and Sponsor will be the same.

B. If the Advisor Agreement of the new Advisor does not identify a Sponsor, the Enroller shall also be the Sponsor unless the Enroller “places” the new Advisor under another Advisor within his or her Organization within 30 days of the date of the enrollment of the new Advisor. Such placement shall be final.

C. Client cannot be placed and are required to be assigned to the Enrolling Advisor.

14.3 Change of Sponsor

A. To change or correct the Sponsor, a Advisor must comply with following procedures:

I. Within 30 days of enrollment of a new Advisor, Placement can be changed or corrected by the Enroller within the Rebalance Health back office. Only one such placement change shall be permitted. Following such placement, no further changes permitted.

II. After 30 days from the date of enrollment of the new Advisor, a Sponsor change can only take place under extenuating circumstances and only if Rebalance Health and the Advisor’s immediate upline and upline Director(s) all approve of the change. If an Advisor wishes to request a change of Sponsor, the following procedures must be followed:

a. The Advisor must submit a written request to Rebalance Health listing the reasons for the requested change. The name and ID of the proposed new Sponsor must be included in the request.

b. The Advisor must submit a $50 processing fee to Rebalance Health with his or her written request. This fee is non-refundable – even if the request is denied.

c. If requested by Rebalance Health, the Advisor must provide the Company with additional information to evaluate the request.

d. It may take up to 45 days for Rebalance Health to review the request and get back to the requesting Advisor.

e. Change of Sponsor requests received by Rebalance Health on or after the 25th day of a month will not be reviewed until the following month at the earliest.

f. Rebalance Health may grant its approval or deny the request at its sole discretion.

g. Rebalance Health may condition its approval on the approval of the change by the requesting Brant Partner’s Sponsor, Enroller, and upline Directors. In that event the request will not be enacted unless all such upline Advisors approve, in writing, the request. The appropriate approval form will be provided to the requesting Advisor by Rebalance Health. It will be the responsibility of the requesting Advisor to secure the necessary upline approvals as designated by Rebalance Health.

h. If a change of Sponsor request is approved, the change IS NOT retroactive to the date of the request.

B. The Advisor’s downline, if any, WILL NOT transfer with the Advisor unless approved by Rebalance Health at its sole discretion.

14.4 Change of Enroller of an Advisor

A. Following the enrollment of a new Advisor, the Enroller may not be changed except under the very limited circumstance described below as the act of changing Enrollers has significant impact in the Rebalance Health compensation plan. Under no circumstances may the Enroller be changed to any Advisor other than the Sponsor of the subject Advisor. An Advisor may not change his or her Organization except as provided in section 14.5 below.

B. If change of Enroller is desired, the Enroller of a Advisor may submit a request to the Company to change the Enroller of subject Advisor to the Sponsor of the Advisor. The Company reserves the right to deny such request at its discretion.

C. Notwithstanding the foregoing, the Enroller of a new Advisor may change the Enroller to another Advisor in his or her organization within 30 days of the enrollment of the new Advisor. If an Enroller change was not processed during that time, a request may be submitted as provided above.

D. There is no fee for the first change of Enroller request. Thereafter, there is a $50 fee that must be submitted with any subsequent change of Enroller request.

E. Rebalance Health retains the right to approve or deny any requests to change Enroller, and to correct any errors related thereto at any time and in whatever manner it deems necessary.

14.5 Change of Organization

A. If an Rebalance Health Advisor wishes to transfer organizations, he or she must submit a letter of resignation to the Rebalance Health Client Service Department and remain inactive (place no orders or be on an Subscribe & Save) with or in Rebalance Health for six (6) months from the receipt of the letter before being eligible to reenroll under a different Sponsor/Placement. For rank Gold Heart or higher, the period length is twelve (12) months.

B. Rebalance Health retains the right to approve or deny any request to re-enroll after an Advisor’s resignation.

C. If re-enrollment is approved, the former Advisor will be issued a new Rebalance Health ID number and will be required to submit a new Advisor Agreement. The Advisor will not be entitled to keep any former rank, downline, or rights to commission checks from any prior organization.

14.6 Sell, Assign or Delegate Ownership

A. An Rebalance Health Advisor may not sell, transfer, or assign his or her rights or delegate his or her position as an Advisor without prior written approval by Rebalance Health, which approval will not be unreasonably withheld. Any attempted sale, transfer, assignment, or delegation without such approval may be voided at the discretion of Rebalance Health.

B. Should the sale be approved by Rebalance Health, the buyer/transferee/assignee (hereafter “Buyer”) assumes the position of the seller/transferor/assignor (hereafter “Seller”) and acquires the Seller’s Organization.

C. To request authorization for a sale, transfer, or assignment of an Rebalance Health Distributorship, the following items must be submitted to the Rebalance Health Finance Department:

I. A Sale/Transfer of Distributorship Form properly completed, with the requisite signatures;

II. A copy of the signed and dated agreement between the Seller and the Buyer;

III. An Rebalance Health Advisor Agreement completed and signed by the Buyer;

IV. Payment of the $250 administration fee;

V. Any additional supporting documentation requested by Rebalance Health.

D. Any debt obligations that either Seller or Buyer may have with Rebalance Health must be satisfied prior to the approval of the sale, transfer, or assignment by Rebalance Health.

E. A Advisor who sells his or her Distributorship is not eligible to re-enroll with Rebalance Health as a Advisor in any organization for six (6) full calendar months following the date of the sale except as otherwise expressly set forth in this Professional Policies and Procedure Guide.

14.7 Divorce of an Advisor

A. Rebalance Health is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Rebalance Health will recognize as the owner of the business the former spouse to whom the business is awarded pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Rebalance Health business must also execute and submit a Rebalance Health Advisor Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

B. During the pendency of the divorce proceeding and until a final divorce settlement or decree of divorce is provided to the Company, Rebalance Health shall continue to pay commissions and bonuses pursuant to the Agreement.

C. Following the completion of the divorce proceeding, the spouse who did not receive business may immediately thereafter re-enroll under the Enroller and Sponsor of his or her choice. In such cases, however, such former spouse shall have no rights to, and shall not solicit, any Advisor or Active Client in the former organization and must develop a new business in the same manner as any other new Rebalance Health Advisor.

14.8 Dissolution of Business Entity

A. If a business entity that operates a Rebalance Health business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Rebalance Health business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments.

B. The recipient of the Rebalance Health business must also execute and submit a Rebalance Health Advisor Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Agreement will be cancelled. If the business entity wishes to sell or transfer its Rebalance Health business to an individual or entity who was not previously recognized by the Company as an owner of the business entity, it must do so pursuant to section 14.5.

C. Following the completion of the entity dissolution, the owners/principals who did not receive the Rebalance Health business may immediately thereafter re-enroll under the Enroller and Sponsor of their choice. In such cases, however, such former owners/principals shall have no rights to, and shall not solicit, any Advisor or Active Client in the former organization and must develop a new business in the same manner as any other new Rebalance Health Advisor

14.9 Succession — Death or Incapacity of a Advisor

A. Upon the death or incapacity of a Advisor, the Advisor’s business may be passed on to his or her legal successors in interest (successor). Whenever an Rebalance Health business is transferred by will or other testamentary process, the successor acquires the right to collect all bonuses and commissions of the deceased Advisor’s sales organization. The successor must:

I. Complete and sign a new Rebalance Health Advisor Agreement.

II. Comply with the terms and provisions of the Agreement; and

III. Meet all the qualifications by the former Advisor.

B. Bonus and commission payments of an Rebalance Health business transferred based on this section will be paid to the successor. Payments will be based on the current performance of the Distributorship.

C. If the business is bequeathed to joint devisees (successors), they must form a business entity and acquire a federal taxpayer identification number. Rebalance Health will issue all bonus and commission payments and one 1099 Miscellaneous Income Tax form to the managing business entity only.

D. Appropriate legal documentation must be submitted to Rebalance Health Compliance Department to ensure the transfer is done properly. To affect the transfer of an Rebalance Health business due to death, the successor must provide the following to Rebalance Health Compliance Department:

I. A certified copy of the death certificate.

II. Certified letters testamentary, letters of administration, or other appropriate legal documentation establishing the successor’s right to the Rebalance Health business; and

III. Written instructions of the executor or personal representative of the estate, or an order of the court, that provides direction on the proper disposition of the business.

E. To complete a transfer of the Rebalance Health business because of incapacity, the successor must provide the following to the Rebalance Health Compliance Department:

I. A notarized copy of an appointment as trustee.

II. A notarized copy of the trust document or other appropriate legal documentation establishing the trustee’s right to administer the Rebalance Health business; and

III. A completed Advisor Agreement executed by the trustee.

F. If the successor is already an existing Advisor, Rebalance Health will allow such Advisor to keep his or her own Distributorship plus the inherited Distributorship active for up to six (6) months. By the end of the 6-month period, the Advisor must have compressed (if applicable), sold or otherwise transferred either the existing Distributorship or the inherited Distributorship.

G. If the successor wishes to terminate the Rebalance Health Distributorship, he or she must submit a notarized statement stating the desire to terminate the Distributorship, along with a certified copy of the death certificate, appointment as trustee, and/or any other appropriate legal documentation.

15.0 PRIVACY POLICY

15.1 Introduction

Rebalance Health has published a Privacy Policy at https://www.rebalancekn.com to describe the manner in which it collects, uses, and discloses, personal information (the “Privacy Policy”). The Privacy Policy describes and discloses how Rebalance Health protects the personal information disclosed to it by Client’s, Advisors, prospective Client and Advisors, and others. By registering as an Advisor and by using or visiting the www.rebalancekn.com website, Advisors consent to the Privacy Policy.

15.2 Expectation of Privacy

A. Rebalance Health recognizes and respects the importance its Client and Advisors place on the privacy of their financial and personal information. As set forth in the Privacy Policy, Rebalance Health will make reasonable efforts to safeguard the privacy of, and maintain the confidentiality of, its Clients’ and Advisors’ financial and account information and personal information. However, it is important to understand that no safeguards or precautions can provide absolute security.

B. By entering into the Advisor Agreement, an Advisor authorizes Rebalance Health to disclose his or her name and contact information to upline Advisors solely for activities related to the furtherance of the Rebalance Health business. With respect to personal information regarding the Advisors and Client in their Organizations, Advisors agree to maintain the confidentiality and security of such information and to use it solely for the purpose of supporting and servicing their organizations and conducting the Rebalance Health business.

15.3 Employee Access to Information

A. Rebalance Health limits the number of employees who have access to Clients’ and Advisors’ personal information to those who need access to it for the purposes described in the Privacy Policy.

15.4 Restrictions on the Disclosure of Account Information

A. Rebalance Health will not share personal information or financial information about current or former Client or Advisors with third parties, except as set forth in the Privacy Policy.

15.5 Advisor Obligations of Privacy Protection

A. If a Advisor receives personal information from or about a Advisor, a prospective Advisor, a Client, or a prospective Client, it is the Advisor’s responsibility to maintain the security of the personal information and to shred, destroy, or irreversibly delete the personal information of others once the Advisor no longer needs it. To the extent that it is necessary for a Advisor to store or maintain personal information of others, the Advisor must store or maintain the information in a secure location, whether physical or digital. Credit card and payment information must be destroyed/deleted immediately upon processing of payment. As used herein, personal information is information that can be used to identify, locate, or contact an individual, alone or when combined with other personal or identifying information. Examples of personal information include an individual’s: name, home or other physical address, email address, telephone number, social security or other tax identification number, passport number, driver’s license number, bank account number, credit card or debit card number, and personal characteristics including photographic image, fingerprints, handwriting, or other unique biometric data.

16.0 PROPRIETARY INFORMATION AND TRADE SECRETS

16.1 Business Reports, Lists, and Proprietary Information

A. Advisors acknowledge and agree that Business Reports, lists of Client and Advisor names and contact information and any other information, which contain financial, scientific or other information both written or otherwise circulated by Rebalance Health pertaining to the business of Rebalance Health (collectively, “Reports”), are confidential and proprietary information and trade secrets belonging to Rebalance Health. Rebalance Health has spent considerable time, effort, and monetary resources in compiling the Reports

16.2 Obligation of Confidentiality

A. These Reports are strictly under the sole possession and full discretion of Rebalance Health. Rebalance Health reserves the right to deny any Advisor access to any Reports and to demand that a Advisor immediately return or destroy any Report. Reports are provided to Advisors in strictest confidence and are made available to Advisors for the sole purpose of assisting them in working with their respective Organizations in the development of their independent Rebalance Health businesses. Each Advisor and Rebalance Health agree that, but for this agreement of confidentiality and nondisclosure, Rebalance Health would not provide any Reports to the Advisor.

B. To protect the confidential and proprietary nature of the Reports, an Advisor shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity, during the term of the Agreement and for a period of five (5) years following its cancellation or termination for any reason:

I. Use the information in the Reports to compete with Rebalance Health or for any purpose other than promoting his or her Rebalance Health business.

II. Use or disclose to any person or entity any confidential information contained in the Reports, including the replication of the genealogy in another network marketing company.

III. Disclose any Reports, any portion of the Reports, or any of the information in any of the Reports to any third party.

IV. Use the Reports or any information contained within them in any manner to identify and solicit Rebalance Health Client and Advisors to other commercial opportunities and activities. or

V. Intentionally or unintentionally use or disclose any of the Reports, any portion of any Report, or any information contained within any of the Reports in a manner which causes irreparable harm to Rebalance Health.

C. Advisor understands and agrees that Advisor’s confidentiality obligations herein shall survive any termination or cancellation of the Agreement.

16.3 Breach and Remedies

A. The Advisor acknowledges that such proprietary information is of such character as to render it unique and that disclosure or use thereof in violation of this provision will result in irreparable damage to Rebalance Health and to independent Rebalance Health businesses. Rebalance Health will be entitled to injunctive relief or to recover damages against any Advisor who violates this provision in any action to enforce its rights under this section. The prevailing party shall be entitled to an award of attorney’s fees, court costs and expenses.

16.4 Return or Destruction of Reports

A. Upon demand by Rebalance Health, any current or former Advisor will return or destroy the original and all copies of all “Reports” to Rebalance Health together with any other Rebalance Health confidential information in such person’s possession.

17.0 DISCIPLINARY SANCTIONS AND CANCELLATION OR TERMINATION OF THE AGREEMENT

17.1 Disciplinary Sanctions

A. Violation of any term of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Advisor that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Advisor’s Rebalance Health business), may result, at Rebalance Health’s discretion, in the termination of this Agreement or other disciplinary sanction that Rebalance Health deems appropriate to address the misconduct.

B. Disciplinary sanctions may include one or more of the following:

I. Issuance of a written warning or requiring the Advisor to take immediate corrective action.

II. Imposition of a fine (which may be imposed immediately or withheld from future commission payments) or the withholding of commission payments (“Commission Hold”) until the matter causing the Commission Hold is resolved or until Rebalance Health receives adequate additional assurances from the Advisor to ensure future compliance.

III. Suspension from participation in Company or Advisor events, rewards, or recognition.

IV. Suspension of the Rebalance Health Advisor Agreement and Distributorship for one or more pay periods.

V. Suspension and/or termination of the offending Advisor’s Rebalance Health replicated website and/or virtual-Office access.

VI. Discontinuation or limitation of payment of Bonuses from any or all portion of the sales of the Advisor or their Organization.

VII. Reassign all or part of the Advisor’s Organization.

VIII. Involuntary termination of the Advisor’s Agreement and Distributorship.

IX. Any other measure which Rebalance Health deems feasible and appropriate to justly resolve injuries caused by the Advisor’s Policy violation or contractual breach, OR

X. Legal proceedings for monetary or equitable relief.

17.2 Cancellation or Termination of the Agreement

A. Voluntary Cancellation. A participant in this affiliate marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Advisor Virtual-Office. The written notice must include the Advisor’s signature, printed name, address, and Advisor I.D. Number.

B. Cancellation for Inactivity. If an Advisor fails to meet the qualifications for Active status as set forth in the Compensation Plan for 90 days, his or her Advisor Agreement and Rebalance Health business will be cancelled.

C. Involuntary Termination. As provided at section 17.1, violation of any term of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Advisor that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Advisor’s Rebalance Health business), may result, at Rebalance Health’s discretion, in the termination of this Agreement. In addition, the Agreement may be involuntarily canceled upon the occurrence of any of the following events: Advisor files a voluntary or involuntary petition in bankruptcy or is convicted of a felony or any other criminal misconduct. Cancellation shall be effective on the date on which written notice is mailed, emailed, faxed, or delivered to an express courier, to the Advisor’s last known address, email address, or fax number, or to his or her attorney, or when the Advisor receives actual notice of cancellation, whichever occurs first.

D. Rebalance Health reserves the right to terminate all Advisor Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; or (2) dissolve as a corporate entity

E. Effect of Cancellation or Termination. So long as an Advisor remains active and complies with the terms of the Agreement, Rebalance Health shall pay commissions to such Advisor in accordance with the Compensation Plan. An Advisor’s commissions constitute the entire consideration for the Advisor's efforts in generating sales and all activities related to generating sales (including building an organization). Advisor whose business is canceled for any reason will lose all Advisor rights, benefits, and privileges. This includes the right to represent yourself as an Independent Rebalance Health Advisor, to sell Rebalance Health products and services and the right to receive commissions, or other income resulting from his/her own sales and the sales and other activities of the Advisor and the Advisor’s former downline sales organization. Advisor whose Advisor Agreement is canceled shall receive commissions only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation).

F. Re-Enrollment Following Cancellation or Termination. Following the cancellation of the Agreement for reasons other than Involuntary Termination, a former Advisor must wait a minimum of six months before re-applying and may apply to enroll under any Enroller and/or Sponsor of his or her choice. A Advisor whose Agreement is involuntarily terminated may not re-apply to become an Advisor without the express written consent of an authorized officer of Rebalance Health, following a review by the Compliance Department. In any event, such a former Advisor must wait a minimum of 12 months from the termination date before re-applying.

G. Reclassification. If at the time of the cancellation of an Advisor’s Advisor Agreement the Advisor is also a Client, they shall continue to receive their unless the Advisor specifically requests that his or her subscription be canceled. If the former Advisor does not request the cancellation of his or her subscription, the former Advisor shall be reclassified as a Client.

H. Roll-Up of Organization. When a vacancy occurs in an organization due to the termination or cancellation of an Advisor, each Advisor in the first level immediately below the terminated Advisor will be moved to the first level (“Frontline”) of the terminated Advisor’s Sponsor. Such roll-up will take place within one year after the date of the termination. For example, if A sponsors B, and B sponsors C1, C2, and C3, if B’s Distributorship is canceled or terminated, C1, C2, and C3 will “roll-up” to A and become part of A’s first level one year after B’s cancellation or termination. During the one-year period preceding the roll-up, the position of the canceled or terminated Advisor will be suspended. Rebalance Health reserves the right to not roll-up a terminated or canceled Advisor’s organization to the next active Upline Sponsor at its discretion.

18.0 DISPUTE RESOLUTION

18.1 Arbitration

A. Any controversy or claim arising out of or relating to the Agreement or the breach thereof, the Advisor’s business or any dispute between Rebalance Health and the Advisor, shall be settled by binding and confidential arbitration administered by the American Arbitration Association under its commercial arbitration rules (available at https://www.adr.org), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be one arbitrator, who shall have expertise in business law transactions and who shall be knowledgeable in the direct selling industry, selected from a panel provided by the American Arbitration Association. Notwithstanding the foregoing, If the dispute is within the jurisdictional limits of the small claims court in the state in which Advisor resides, the dispute may be resolved in such small claims court. If an action is brought in small claims court instead of arbitration, the parties agree that the matter shall remain in small claims court and shall advance only on an individual (non-class, non-representative) basis.

B. Notwithstanding the rules of the AAA, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

I. The Federal Rules of Evidence shall apply in all cases.

II. The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure.

III. The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.

IV. The arbitration hearing shall commence no later than one year from the date on which the arbitrator is appointed and shall last no more than five business days.

V. The Parties shall be allotted equal time to present their respective cases.

VI. An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based.

VII. If the value of the relief sought is $25,000 or less, the arbitration shall be conducted based solely on written submissions, unless either party requests an in-person, telephonic, or videoconference hearing or the arbitrator decides that a hearing is necessary. In cases where an in-person hearing is held, either party may attend by telephone or video conference unless the arbitrator requires otherwise.

VIII. Any dispute relating to whether the dispute is subject to arbitration shall be decided through arbitration.

C. Unless the parties mutually agree to another location, all arbitration proceedings shall be filed and held in New York, NY.

D. The parties shall split the arbitrator’s fees equally unless the value of the relief sought by an Advisor is $10,000 or less. If the value of the relief sought by an Advisor is $10,000 or less, at the Advisor’s request, Rebalance Health will pay all of the arbitrator’s fees associated with the arbitration. The prevailing party in any such arbitration shall be entitled to receive from the losing party, all costs and expenses of arbitration, including reasonable attorney’s fees and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment in any court of competent jurisdiction.

E. Any dispute relating to whether the dispute is subject to arbitration shall be decided by the arbitrator.

F. Disputes shall remain confidential between the Company and the Advisor in question. With the exception of discussing the claims with bona fide witnesses to the dispute and the party’s legal counsel, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute with or to any third party, including but not limited to disclosure on the internet or on any social media or blog platform prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies. Nothing in this confidentiality provision shall prohibit or limit the Company from discussing any compliance matter and/or its resolution with the upline of an Advisor who has received disciplinary action by the Company, or any matter related to the resolution of a dispute between the Company and a Advisor.

G. An Advisor who does not wish to be subject to this Arbitration provision may opt-out by notifying Rebalance Health in writing of his/her desire to opt-out of this Arbitration provision within 30 days of the Advisor’s execution of the Agreement. The opt-out notice shall be sent via email to compliance@rebalancehealth.com.

H. Unless limited by the terms of this Agreement, remedies available to you under U.S. federal laws, the laws of the state of Utah, and the state and local laws of your state, shall remain available to you in any arbitration proceeding.

I. This agreement to arbitration shall survive any termination or expiration of the Advisor agreement.

J. Notwithstanding the foregoing, nothing in the Agreement shall prevent either Party from applying to and obtaining from any court to which the Parties have consented jurisdiction as set forth in the Agreement a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other equitable relief to safeguard and protect its intellectual property rights, trade secrets, and/or confidential information, including but not limited to enforcement of its rights under the non-solicitation provisions of the Agreement prior to, during or following the filing of an arbitration or other proceeding, or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

K. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Rebalance Health business, or that arise from or relate to the relationship between the Parties, shall be brought and proceed on an individual basis. The Parties waive their rights to pursue any action against the other Party and/or their respective owners, officers, directors, and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as an Advisor. Submit your written opt-out notice to compliance@rebalancehealth.com.

L. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these Terms & Policies, the law of the State of Utah without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the Parties, or any other claim between the Parties, whether such claim is grounded in contract, tort, warranty, or any other theory of law. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

M. The dispute resolution provisions in the Agreement shall apply to Louisiana residents with the exception that any arbitration between the Company and a Louisiana resident Advisor may be brought in the Advisor’s home forum and pursuant to Louisiana law.

19.0 MISCELLANEOUS

19.1 Severability

A. If any provision of the Agreement is found to be invalid, or unenforceable for any reason, only the invalid provision shall be severed. The remaining terms and provisions of the Agreement shall remain in full force and shall be construed as if such invalid or unenforceable provision never had comprised a part of the Agreement.

19.2 Waiver

A. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach. Rebalance Health's waiver of any particular breach by an Advisor shall not affect Rebalance Health’s rights with respect to any subsequent breach, nor shall it affect the rights or obligations of any other Advisor.

B. The existence of any claim or cause of action of an Advisor against Rebalance Health shall not constitute a defense to Rebalance Health's enforcement of any term or provision of the Agreement.

19.3 Successors and Assigns

A. The agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

19.4 Governing Law

A. This Professional Policies and Procedure Guide shall be governed by and construed in accordance with the Laws of the State of New York, NY and the exclusive jurisdiction of the United States courts.

19.5 Changes, Amendments, and Modifications

A. Because federal, state, and local laws, as well as the business environment, periodically change, Rebalance Health reserves the right to amend the Agreement and the prices in its Rebalance Health Product Price List in its sole and absolute discretion. Notification of amendments shall appear in Official Rebalance Health Materials. This provision does NOT apply to the arbitration clause found in section 18, which can only be modified via mutual consent. If you do not affirmatively consent to a future amendment of the arbitration clause, you are agreeing that you will arbitrate any dispute between us in accordance with the language of section 18 as set forth herein.

B. Any such amendment, change, or modification shall be effective immediately upon notice by one of the following methods:

I. Posting on the official Rebalance Health website(s).

II. Electronic mail (e-mail); or

III. In writing through the Rebalance Health newsletters or other Rebalance Health communication channels.

C. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments (other than to the arbitration provisions), your sole recourse is to cancel the Agreement. The continuation of an Advisor’s Rebalance Health business, the acceptance of any benefits under the Agreement, the acceptance of bonuses or commissions, or the continued use of the Distributor replicated website or Virtual-Office constitutes acceptance of all amendments.

19.6 Delays

A. Rebalance Health shall not be responsible for delays or failures in performance of its obligations when such failure is due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, transportation difficulties, riot, war, fire, and/or weather, curtailment of a source of supply, or government decrees or orders.

19.7 Effective Date

A. This Professional Policies and Procedure Guide shall become effective as of May 30th, 2024, and, at such time, shall automatically supersede any prior Professional Policies and Procedure Guide (the “old Professional Policies & Procedure Guide”), and, on that date, the old Professional Policies & Procedure Guide shall cease to have any force or effect except as provided herein with respect to the arbitration provisions.